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                                                                    Exhibit 10.5

                        PHARMACEUTICAL SERVICES AGREEMENT


This Pharmaceutical Services Agreement (the "Agreement") is made and entered
into this 4th day of February, 2002, by and between Endeavor Pharmaceuticals,
Inc., a Delaware Corporation having its principal place of business at 127
Racine Drive, Wilmington, North Carolina ("Endeavor") and aaiPharma, Inc., a
Delaware Corporation having its principal place of business at 2320 Scientific
Park Drive, Wilmington, North Carolina 28405 ("aaiPharma").

WHEREAS, aaiPharma provides pharmaceutical and chemical services to third
parties on a routine basis and has agreed to perform such services for and on
behalf of Endeavor from time to time, as mutually agreed upon (the "Services");

WHEREAS, aaiPharma and Endeavor wish to enter into this Agreement, which terms
shall apply to all Services performed by aaiPharma for or on behalf of Endeavor
unless specifically modified in a writing executed by both parties;

WHEREAS, to facilitate business, Endeavor and aaiPharma have agreed to execute
aaiPharma's standard form proposal or quotation for Services, but intend for the
terms of this Agreement to be incorporated into all such form proposals or
quotations for Services.

NOW THEREFORE, for and in consideration of the mutual covenants and agreements
set forth hereinafter and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto do hereby
agree as follows:

         1.       Services. aaiPharma shall perform Services for and on behalf
                  of Endeavor as mutually agreed upon by the parties as
                  evidenced by a written proposal or quotation executed by both
                  parties (the "Proposal"). Upon execution, such Proposal shall
                  automatically incorporate the terms and conditions of this
                  Agreement and such executed Proposal shall become a part of
                  this Agreement and shall be construed in accordance with this
                  Agreement. Unless otherwise agreed upon in writing by
                  Endeavor, all Services hereunder shall be performed in
                  accordance with applicable FDA regulations, cGMP's, GLP's, FDA
                  standards for PAI batches and in substantial conformance in
                  all material respects to aaiPharma's standard operating
                  procedures. aaiPharma shall not subcontract Services to third
                  parties without Endeavor's prior written consent. aaiPharma
                  recognizes and agrees that Endeavor's use of the results of
                  the Services aaiPharma provides shall be unrestricted, and may
                  be used by Endeavor in FDA filings. Further, Endeavor may
                  identify aaiPharma as a service provider to Endeavor to
                  appropriate government agencies.

         2.       Compliance with Laws. aaiPharma shall perform Services in
                  compliance with all applicable laws, ordinances, and
                  governmental rules and regulations.

         3.       Invoice and Payment. The Proposal shall specify the fee for
                  Services and the method of accrual of such fees (e.g. hourly
                  or milestone), along with pertinent rate and/or milestone
                  information. Hourly charges will be invoiced as completed;
                  however, unless otherwise agreed upon by Endeavor, any
                  substantially completed project invoice based on hourly
                  charges shall be accompanied by a final project report no
                  later than 20 days from receipt

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                  of such invoice. A milestone payment shall not be due until
                  aaiPharma has submitted a report as specified in the
                  applicable Proposal detailing the accomplishment of the
                  milestone and the results. In addition, Endeavor will be
                  charged for reasonable out-of-pocket costs incurred by
                  aaiPharma as a direct result of providing Services, subject to
                  such costs being approved in the Proposal. aaiPharma shall
                  notify Endeavor prior to incurring any unusual cost or expense
                  exceeding $1,000. aaiPharma will invoice Endeavor on a monthly
                  basis with payment due 30 days from the receipt of the
                  invoice. Service activities will be initiated within 10 days
                  of Endeavor's acceptance of a Proposal, unless otherwise
                  mutually agreed upon by the parties in the Proposal.

         4.       Changes in Services. Any changes in (a) the scope or the
                  nature of the Services; (b) the cost of the Services; or, (c)
                  the schedule for commencement or completion of Services must
                  be mutually agreed upon by the parties hereto and confirmed by
                  a written "Change Order" signed by both parties.

         5.       Endeavor Ownership. All data, information, reports, and any
                  and all related documentation, which are developed, generated
                  or derived, directly or indirectly, by aaiPharma (or by any
                  subcontractor or agent of aaiPharma) for Endeavor during the
                  course of the project (collectively "Data"), and all
                  inventions, discoveries, formulae, procedures, processes,
                  analytical methods, technology, trade secrets and any other
                  intellectual property, and any improvements thereto, whether
                  patentable or not, which result or evolve from the performance
                  of Services by aaiPharma (or by any subcontractor or agent of
                  aaiPharma) for or on behalf of Endeavor (collectively
                  "Inventions") where such Inventions are directly related to
                  the Services shall be and remain the sole and exclusive
                  property of Endeavor. Neither aaiPharma, its employees, its
                  subcontractors nor its agents shall have or acquire any right,
                  title, or interest in or to such Data or Inventions. aaiPharma
                  shall promptly disclose in writing to Endeavor any Inventions
                  and shall assign any and all rights in any Data and Inventions
                  to Endeavor at Endeavor's request without any further
                  consideration. All copyrightable Data shall be considered
                  "works for hire." aaiPharma shall assist Endeavor in
                  perfecting its rights in such Data and Inventions.

         6.       aaiPharma Ownership. All methods, procedures, processes,
                  technology, trade secrets, or commercial or technical
                  "know-how" of general application, whether patentable or not,
                  (collectively, "Know-How") owned, possessed or developed by
                  aaiPharma independent of providing Services to Endeavor and
                  utilized during the performance of the Services, shall remain
                  the property of aaiPharma. To the extent that the Data
                  delivered by aaiPharma to Endeavor incorporates know-how in
                  any aaiPharma patent or future issued patent, aaiPharma hereby
                  grants to Endeavor a non-exclusive, worldwide, royalty-free
                  right and license in perpetuity to such patent(s) or Know-how
                  to the extent necessary for Endeavor to test, produce,
                  manufacture, use, market, distribute, and sell its products.

         7.       Nondisclosure. The parties' respective rights and obligations
                  with respect to the other party's confidential information
                  shall be governed by the Confidential Disclosure Agreement
                  between the parties hereto dated April 25, 2001 (the
                  "Confidentiality Agreement"), a copy of which is attached
                  hereto as Exhibit "A" and made a part hereof.
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         8.       Indemnity.
                           (a)      aaiPharma shall indemnify and hold harmless
                                    Endeavor, its directors, officers,
                                    employees, agents, and internal review
                                    boards (collectively the "Endeavor
                                    Indemnitees"), from and against any and all
                                    claims, suits, actions, damages, costs,
                                    losses, and expenses (including reasonable
                                    attorney's fees and court costs)
                                    (collectively the "Liabilities") asserted by
                                    third parties arising from or related to
                                    aaiPharma's (i) negligent or wrongful
                                    performance of the Services; (ii)
                                    intentional misconduct or omission; or (iii)
                                    aaiPharma's breach of any of its obligations
                                    under this Agreement.
                           (b)      Except for aaiPharma's conduct set forth in
                                    Section 8(a) hereof, Endeavor shall
                                    indemnify and hold harmless aaiPharma, its
                                    directors, officers, employees, agents, and
                                    internal review boards (collectively the
                                    "aaiPharma Indemnitees"), from and against
                                    any and all Liabilities asserted by third
                                    parties arising from or in connection with
                                    aaiPharma's provision of Services under this
                                    Agreement, except such Liabilities which (i)
                                    arise out of or are attributable to any
                                    negligent act or omission on the part of one
                                    or more aaiPharma Indemnitees, or (ii) are
                                    related to aaiPharma employee injuries.
                           (c)      A party (the "Indemnitee") which intends to
                                    claim indemnification under this Section 8
                                    shall promptly notify the other party (the
                                    "Indemnitor") in writing of any Liabilities
                                    in respect of which the Indemnitee or any of
                                    its employees or agents intend to claim such
                                    indemnification. The Indemnitee shall
                                    permit, and shall cause its employees and
                                    agents to permit, the Indemnitor, at its
                                    discretion, to settle any such Liabilities
                                    and agrees to the complete control of such
                                    defense or settlement by the Indemnitor;
                                    provided however, such defense or settlement
                                    does not adversely affect the Indemnitee's
                                    rights hereunder or impose any obligations
                                    on the Indemnitee in addition to those set
                                    forth herein for it to exercise such rights.
                                    Indemnitor shall not settle Liabilities
                                    admitting fault on the part of the
                                    Indemnitee without the Indemnitee's prior
                                    written consent, and Indemnitor shall not be
                                    responsible for Liabilities settled by
                                    Indemnitee without the Indemnitor's prior
                                    written consent. Indemnitor shall not be
                                    responsible for any legal fees or other
                                    costs incurred other than as provided
                                    herein. The Indemnitee, its employees and
                                    agents, shall cooperate fully with the
                                    Indemnitor and its legal representatives in
                                    the investigation and defense of any
                                    Liabilities covered by this indemnification.
                                    The Indemnitee shall have the right, but not
                                    the obligation, to be represented by counsel
                                    of its own selection and expense.

         9.       Inspection. Endeavor reserves the right from time to time to
                  have representative(s) at aaiPharma's site in order to observe
                  and inspect all operations relating to the Services. Such
                  observations and inspections shall be subject to reasonable
                  notice and during normal business hours and shall not
                  interfere with aaiPharma's operations.
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         10.      Assignability. Except in the case of the sale of substantially
                  all of the assets of one party or the sale of a product by
                  Endeavor, neither this Agreement nor any right or obligation
                  hereunder shall be assignable by either party without the
                  prior written consent of the other party, and any purported
                  assignment without consent shall be void. Such consent will
                  not unreasonably be withheld.

         11.      Notices. All Change Orders or notices under this Agreement
                  shall be in writing and shall be delivered personally or by
                  sending such notice by first class mail, by a nationally
                  recognized courier service guaranteeing next-day delivery or
                  by facsimile (and promptly confirmed by such first class mail
                  or courier service), addressed if to Endeavor:

                           Endeavor Pharmaceuticals, Inc.
                           127 Racine Drive, Suite 202
                           Wilmington, NC 28403
                           Attention: Dr. Thomas Leonard
                                      Chief Scientific Officer
                           Facsimile: (910) 790-9041

                  If to aaiPharma:

                           aaiPharma, Inc.
                           2320 Scientific Park Drive
                           Wilmington, NC 28405

                           Attention: Dr. David Johnston

                           Title:     Executive Vice President

                           Phone: 910 254-7000  Fax: 910 815-2340

         12.      Independent Contractors. Each of the parties hereto is an
                  independent contractor and nothing herein contained shall be
                  deemed to constitute the relationship of partners, joint
                  venturers nor of principal and agent between the parties
                  hereto. Neither party may hold itself out to third persons as
                  purporting to act on behalf of, or serving as the agent of,
                  the other party. aaiPharma shall assume all applicable federal
                  and state employment or income tax payments or withholdings
                  for each of its agents or employees furnishing Services to
                  Endeavor pursuant to this Agreement. aaiPharma agrees to
                  indemnify and hold Endeavor harmless from and against any and
                  all costs, expenses (including reasonable attorneys' fees),
                  and liabilities incurred by Endeavor in connection with, or
                  resulting from, any claim, action, or proceeding by the
                  Internal Revenue Service, any state revenue department, or by
                  agents or employees of aaiPharma for failure to pay or
                  withhold such taxes.

         13.      Term and Termination. The term of this Agreement shall
                  commence upon execution of this Agreement by both parties
                  hereto and shall terminate on February 1, 2005, unless sooner
                  terminated as set forth herein. Either party shall be entitled
                  to terminate this Agreement at any time by providing written
                  notice to the other party. If Endeavor terminates the
                  Agreement, it shall be obligated to pay aaiPharma: (a) the
                  cost of all
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                  Services completed through the effective date of such
                  termination; and, (b) aaiPharma's cost of materials previously
                  acquired or contracted for in good faith in connection
                  herewith which are uncancellable and which cannot be utilized
                  by aaiPharma in other day-to-day operations, but in no such
                  event shall such costs ((a) and (b) above) exceed the Proposal
                  amount, less all amounts previously paid by Endeavor to
                  aaiPharma in partial payment of the Proposal amounts, plus
                  relevant Change Orders. Within thirty (30) days after receipt
                  of Endeavor's notice of termination of the Agreement,
                  aaiPharma shall pay the difference, if any, between the total
                  amount paid by Endeavor as a prepayment and the total amount
                  owed to aaiPharma as set forth in this paragraph. Prior to
                  termination by aaiPharma, it agrees to use commercially
                  reasonable efforts to conclude all Service projects then in
                  progress unless otherwise agreed upon in writing by Endeavor.

         14.      Waiver. No waiver of any term, provision, or condition of this
                  Agreement whether by conduct or otherwise in any one or more
                  instances shall be deemed to be or construed as a further or
                  continuing waiver of any such term, provision, or condition of
                  this Agreement.

         15.      Continuing Obligation. The provision of Sections 5, 6, 7, 8,
                  12, and 17 hereof shall survive the termination or expiration
                  of this Agreement.

         16.      Severability. If any term, condition, or provision of this
                  Agreement shall be found, by a court of competent
                  jurisdiction, to be invalid or unenforceable, or to violate or
                  contravene any federal or state law, then the term, condition,
                  or provision so found shall be deemed severed from this
                  Agreement, but all other terms, conditions, and provisions
                  shall remain in full force and effect.

         17.      Governing Law - Entirety. The validity, interpretation, and
                  performance of this Agreement shall be governed and construed
                  in accordance with the laws of the State of North Carolina.
                  This document supersedes all previous agreements, either oral
                  or written, between the parties with respect to the subject
                  matter hereof, except for the Confidentiality Agreement. No
                  terms, conditions, understanding, or agreement purporting to
                  modify or vary the terms of this Agreement shall be binding
                  unless hereafter made in writing and signed by each of the
                  parties to be bound.



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         IN WITNESS WHEREOF the parties have caused this Agreement to be
         executed by their duly authorized officers as of the date and year
         first written above.

         ENDEAVOR PHARMACEUTICALS, INC.



         By:  /S/ R. Forrest Waldon
              ---------------------------------------
              R. Forrest Waldon
              President and Chief Executive Officer


         AAIPHARMA, INC.



         By:  /s/ David Johnston
              ---------------------------------------
              Authorized Officer

         Name: David Johnston


         Title: Executive Vice President